A fund running two different consent systems for two sets of investors in the same scheme was never defensible, and a 15% shareholding test was always going to miss real conflicts. SEBI is right to fix both problems. That said, three practical questions still need answers before the framework can work as intended.

SEBI’s changes are not two individual ease-of-doing-business measures. They redefine the line between an active unitholder base and a passive one, at the precise moment a REIT or InvIT switches hands.

SK Jain has not yet been overruled, and by choosing to distinguish rather than overrule it, Lombardi has left scope for pre-deposit clauses to continue in some form.